Exhibit 10(b)
May 13, 1997
Xx. Xxxxx X. Xxxx
000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Dear Xxxxx:
Xxxxxx Greetings, Inc. and I are very pleased that you have agreed to serve as
Senior Vice President, Human Resources of Xxxxxx Greetings, Inc. ("the
Company"). As Senior Vice President, Human Resources, you will report
directly to me. The following terms and conditions will govern your service
to the Company.
1. You will serve the Company on a full-time basis as a senior executive
employee, and the Company will employ you as such, commencing April 22,
1997. This Agreement will extend indefinitely until terminated by the
Company, or by you upon thirty days' advance written notice to the
Company. In the event that this Agreement and your employment are
terminated by the Company other than for cause, you will be entitled to
receive in a lump sum from the Company in lieu of all other monies or
benefits provided under this Agreement, and in lieu of severance pay
pursuant to Company policy, an amount equal to your base salary for a
period of one year or to severance pay in an amount equal to 24 months'
salary. The amount of said severance pay shall, during your first year of
employment, reduce by one month for each month you are employed. This
Agreement will at all times remain subject to earlier termination for
cause.
2. Your annual salary will be $175,000, which amount will be reviewed every
fifteen months and which may be adjusted from time to time by the Company
in accordance with the Company's salary administration program.
3. A signing bonus in the amount of $30,000 will be paid to you at the time
you close on the home you will purchase in Cincinnati.
4. Every three years, you will be provided a new automobile of such class as
may be set forth in the Company's then current automobile program, which
automobile will be owned or leased by the Company.
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5. As a participant in the Company's Management Bonus Plan, you will be
eligible for an annual bonus for 1997 and for each calendar year during
the term of this Agreement up to a maximum of 112.5% of your base salary,
subject to the terms and conditions of the Management Bonus Plan in effect
for each such year.
6. As additional consideration for this Agreement, and contingent upon
approval by the Compensation Committee, you will be granted a stock option
for 30,000 shares of the common stock of the Company at the closing market
price of the stock on the official grant date. One third of such options
shall become vested on each of the first three anniversaries of the grant.
Such vesting shall be conditioned upon your continuing to be employed by
the Company on each such date.
7. The Company will reimburse you in accordance with the terms of the
Company's Executive Relocation and Moving Expense policy for your
reasonable expenses of moving from Orchard Park, New York to Cincinnati,
Ohio, including, but not limited to: household moving costs; your travel
expenses for house-hunting trips as approved in advance by the Company;
and, realtor fees and transfer taxes on the sale of your present home in
Orchard Park. The Company will reimburse you for loss (if any) on the
sale of your home in Orchard Park, New York as follows: 100% of the first
$25,000 of loss and 50% of any additional loss up to a maximum of $75,000
of loss. "Loss" as used hereunder shall mean the purchase price actually
paid by you for your home in Orchard Park plus the cost of documented
capital improvements less the sales price received by you. The amount
reimbursed to you by the Company shall be grossed up for income taxes owed
by you on said amount.
8. You will be covered by the Company's special benefit programs for
executives which include: executive physical examinations, life
insurance, tax preparation and estate planning assistance. The amount of
your life insurance shall be three (3) times your annual salary, not to
exceed $600,000.
9. Upon approval of the Compensation Committee, you will be named a
participant in the Company's ERISA Makeup Plan and its Supplemental
Executive Retirement Plan (SERP).
10. You will be eligible for participation in all other benefit plans
available to the employees of the Company, in accordance with the terms of
those plans, including participation in the Voluntary Deferred
Compensation Plan, the 401(k) Plan, the Retirement Income Plan and health
insurance.
11. You will be eligible for four weeks of paid vacation during each year this
Agreement remains in effect.
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12. Your employment and this agreement shall terminate automatically upon your
disability or death. All other benefits due you following termination of
your employment and this agreement for disability or death shall be
determined in accordance with the plans, policies and practices of the
Company.
13. In the event you voluntarily terminate your employment during the term of
this Agreement, or if the Company terminates this Agreement and your
employment for cause, your right to all compensation hereunder shall cease
as of the date of termination. As used in this Agreement, "cause" shall
mean fraud, gross negligence, or willful misconduct in the performance of
your duties or a willful and material breach of this Agreement.
Termination of employment shall terminate this Agreement with the
exception of the provisions of Paragraphs 14, 15 and 16.
14. Also in the event you voluntarily terminate your employment hereunder or
retire, or if the Company terminates this Agreement and your employment
for cause, you agree that for a period of one year after such termination,
you will not compete, directly or indirectly, with the Company or with any
division, subsidiary or affiliate of the Company or participate as a
director, officer, employee, consultant, advisor, partner or joint
venturer in any business engaged in the manufacture and/or sale at
wholesale of greeting cards, gift wrap or other products produced or sold
by the Company, or by any division, subsidiary or affiliate of the
Company, without the Company's prior written consent. If the Company
chooses to terminate this Agreement and you continue to be employed by the
Company as an employee, agent, consultant or otherwise, you agree that
this paragraph shall continue to bind you for a period of one (1) year
after your separation from the Company as an employee, agent, consultant
or otherwise.
15. In the event that your employment with the Company is terminated for any
reason, by you or the Company, you agree that, for a period of one year
following such termination of employment, you shall not in any way solicit
or recruit any employee of the Company, its affiliates or subsidiaries,
for any employment, consulting or other arrangement for your benefit or
that of any third party.
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16. In connection with this Agreement, you may receive confidential
information of the Company. You agree, both during the term of this
Agreement and after termination, not to disclose to others, assist others
in the application of, or use for your own gain, such information, or any
part thereof, unless and until it has become public knowledge or has come
into the possession of others by legal and equitable means. You further
agree that, upon termination of employment with the Company, all
documents, records, notebooks, and similar writings, including copies
thereof, then in your possession, whether prepared by you or by others,
will be left with or returned promptly to the Company. For purposes of
this paragraph, "confidential information" means information concerning
Company's finances, plans, sales, products, processes and services, or
those of Company's subsidiaries, divisions or affiliates, which is
disclosed to you or known by you as a consequence of or through your
employment with the Company, and which is not generally known in the
industry in which the Company or its subsidiaries, divisions or affiliates
are or may become engaged. You agree that this paragraph will continue to
bind you notwithstanding the termination of this Agreement or your
employment for any reason whatsoever. If the Company chooses to terminate
this Agreement and you continue to be employed by the Company as an
employee, agent, consultant or otherwise, you agree that this paragraph
will continue to bind you after your separation from the Company as an
employee, agent or consultant.
17. Other than as set forth in Paragraph 1, nothing herein is intended to be
granted to you in lieu of any rights or privileges to which you may be
entitled as an executive employee of the Company under any retirement,
insurance, hospitalization, or other plan which may now or hereafter be in
effect.
18. This Agreement will inure to the benefit of and be binding upon you and
your legal representatives as well as the Company, its successors and
assigns including, without limitation, any person, partnership,
corporation or other entity which may acquire all, or substantially all,
of the Company's assets and business.
19. If any provision of this Agreement is later deemed to be void, that
provision may be stricken and the remaining portions of this Agreement
enforced as if the provision so stricken had never been included herein.
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To indicate your acceptance of and willingness to be bound by this Agreement,
please sign and return one duplicate original of this letter.
Sincerely,
XXXXXX GREETINGS, INC.
/s/ Xxxxx X. X'Xxxxxxx
Xxxxx X. X'Xxxxxxx
President and
Chief Executive Officer
FJO/HLC/dk
ACCEPTED AND AGREED TO:
/s/ Xxxxx X. Xxxx
--------------------------
Xxxxx X. Xxxx
Date: May 13, 1997
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employ\xxxx.agt
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